Exhibit 4.11


 


Accession Agreement


 


August 20, 2004


 


Pursuant to
Section 5(n) of the Purchase Agreement (the “Purchase Agreement”) dated
August 4, 2004, among Oiler Acquisition Corp., a Delaware corporation (the “Issuer”),
and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia
Capital Markets, LLC and Deutsche Bank Securities Inc., as representatives of
the initial purchasers (the “Initial Purchasers”) named in Schedule I
thereto, such Section 5(n) being an inducement to the Initial Purchasers to
enter into the Purchase Agreement and the Registration Rights Agreement (the “Registration
Rights Agreement”) dated August 4, 2004, among the Issuer, and Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC
and Deutsche Bank Securities Inc., as representatives of the Initial
Purchasers, each of the subsidiary guarantors set forth on the signature pages
hereto (each a “Subsidiary Guarantor” and, collectively the “Subsidiary
Guarantors”) does hereby agree, on a joint and several basis, to accede to
the terms of the Purchase Agreement and the Registration Rights Agreement as
guarantors, and hereby undertakes to perform, on a joint and several basis,
each of the obligations of the Issuer set forth in the Purchase Agreement or
the Registration Rights Agreement as though it had entered into the Purchase
Agreement and the Registration Rights Agreement on August 4, 2004. Such
performance obligations referenced in the preceding sentence are in addition to
the performance obligations of US Oncology, Inc. under the Purchase Agreement
and Registration Rights Agreement, whose performance obligations shall occur by
operation of law.


 


[Signature Pages Follow.]


 





















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly
executed, all as of the date first above written.


 


	
   

  	
  US
  ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALABAMA
  PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  HOLDING COMPANY OF INDIANA, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  AOR
  MANAGEMENT COMPANY OF ARIZONA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF INDIANA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF MISSOURI,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF OKLAHOMA,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  AOR
  MANAGEMENT COMPANY OF

  PENNSYLVANIA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF TEXAS, INC., as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF VIRGINIA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  REAL ESTATE, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  AOR
  OF INDIANA MANAGEMENT PARTNERSHIP, as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AOR
  MANAGEMENT COMPANY OF

  INDIANA, INC.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AOR
  HOLDING COMPANY OF

  INDIANA, INC.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  OF TEXAS MANAGEMENT LIMITED

  PARTNERSHIP, as a Subsidiary Guarantor

  
	
   

  
	
   

  	
  By:

  	
  AOR
  MANAGEMENT COMPANY OF

  TEXAS, INC.

  
	
   

  	
  Its:

  	
  General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
   

  	
  AOR SYNTHETIC REAL ESTATE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AORT HOLDING COMPANY, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALIFORNIA PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLORIDA PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  GREENVILLE RADIATION CARE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IOWA PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICHIGAN PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEBRASKA PHARMACEUTICAL SERVICES, LLC, as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  NEW
  MEXICO PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH
  CAROLINA PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PENNSYLVANIA
  PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHYSICIAN
  RELIANCE HOLDINGS, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  PHYSICIAN
  RELIANCE NETWORK, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RMCC
  CANCER CENTER, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELECTPLUS
  ONCOLOGY, LLC, as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ST.
  LOUIS PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  TEXAS
  PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TOPS
  PHARMACY SERVICES, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US
  ONCOLOGY CORPORATE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US
  ONCOLOGY PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  US ONCOLOGY RESEARCH, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WASHINGTON PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  PHYSICIAN
  RELIANCE, L.P., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PRN
  Physician Reliance, LLC

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRN
  PHYSICIAN RELIANCE, LLC, as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager